Zensar Technologies Ltd

Dear Members,

Your Directors are pleased to present 62^nd (Sixty-Second) Integrated Annual Report of Zensar Technologies Limited ("the Company") alongwith the Audited Financial Statements for the Financial Year ended March 31,2025.

(INR Million)

On standalone basis, during FY 2024-25, the Company recorded total income of INR 25,292 million comprising revenue from operations of INR 22,261 million and other income of INR 3,031 million. The Company recorded a net profit of INR 5,948 million reflecting an increase of 24.70% Y-o-Y.

On consolidated basis, the Company recorded total income of INR 54,408 million comprising revenue from operations of INR 52,806 million and other income of INR 1,602 million. The consolidated net profit was INR 6,498 million reflecting a decline of (2.29%) Y-o-Y.

The Financial Statements are prepared in accordance with the Indian Accounting Standards (Ind AS).

The Board of Directors had approved an interim dividend of INR 2.00 per share on face value of INR 2.00 each on January 22, 2025, which was paid by the Company to the Shareholders whose names appeared in the Register of Members as on January 28, 2025, being the record date for the payment of the interim dividend.

The Board of Directors are pleased to recommend a final dividend of INR 11.00 per share on face value of INR 2.00 each payable to those Shareholders whose names appear in the Register of Members as on the record date set out in the AGM Notice. Thus, the total dividend for the Financial Year 2024-25 will be INR 13.00 per share, which 650% of face value.

The Board of Directors at its meeting held on April 25, 2025, reviewed and revised the Dividend Distribution

Policy by including "The dividend payout ratio shall be in the range of 40%-50% of consolidated profits. This is subject to overall performance and any strategic initiative to be taken by the Company". The revised Dividend Distribution Policy approved and adopted in line with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") can be accessed at https://www.zensar.com/sites/default/files/investor/ policies-reports-fillings/Dividend-Distribution-Policy.pdf

The particulars of loans, guarantees and investments, pursuant to Section 186 of the Companies Act, 2013 ("the Act") are provided in the notes to Financial Statements as per details given hereunder:

The related party transactions that were entered into during the Financial Year 2024-25 were on an arm's length basis and were in the ordinary course of business of the Company. The Audit Committee of the Board has granted prior omnibus approval for the related party transactions which are of a repetitive nature. The actual transactions

entered into, pursuant to the approval so granted, are placed periodically before the Audit Committee.

Further, the Company has not entered into any material transaction(s) with related parties, during the year under review, which requires reporting in Form AOC-2 in terms of the Act read with the Companies (Accounts) Rules, 2014. Flowever, the requisite disclosures under Ind AS forms part of notes to Financial Statements.

In conformity with the requirements of the Act, read with the Listing Regulations, the policy to deal with related party transactions is available on Company's website and can be accessed at https://www.zensar.com/sites/ default/files/investor/policies-reports-fillings/Policy-on- Related-Party-Transaction-14042025.pdf

The information on Company's affairs and related aspects, are provided under Management Discussion and Analysis Report, prepared in compliance with Regulation 34 of the Listing Regulations and forms part of this Report.

The details in respect of internal financial controls and their adequacy are provided in the Management Discussion and Analysis Report, which forms part of this report.

The Board does not propose to transfer any amount to general reserves and has decided to retain the entire profit for FY 2024-25 in the profit and loss account.

The Company has not accepted any deposits from public during the year under review as described under Chapter V of the Act and no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

There has been no change in the nature of business of the Company during the period under review.

There have been no material changes and commitments which affects the financial position of the Company that have occurred after the end of the Financial Year ended on March 31, 2025, and the date of this report.

There are no significant and/or material orders passed by any Regulators/Courts/Tribunals impacting the going concern status and the Company's operations in future.

In terms of Section 92(3) and Section 134(3)(a) of the Act, read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended March 31, 2025, is available on the website of the Company and can be accessed at https://www.zensar.com/about/investors/in vestors-relation?result=Annual-Results#lnvestor-Corner

The Company along with its subsidiaries provides digital solutions and technology services globally. As of March 31,2025, the Company has 15 Subsidiaries as per details to be set out in the Annual Return prepared under the Act.

The Board of Directors of the Company at its meeting held on July 17, 2024, accorded its consent for acquisition of 100% membership interest of Bridgeview Life Sciences, LLC by Zensar Technologies Inc., USA, wholly owned material subsidiary of the Company by way of execution of Share Purchase Agreement amongst Zensar Technologies Inc., USA and Bridgeview Life Sciences, LLC.

Foolproof Limited, UK, the wholly owned subsidiary of Zensar Technologies (UK) Limited, had entered into a Business Transfer Agreement with Zensar Technologies (UK) Limited on April 1,2025 whereby the entire business of Foolproof Limited, UK has been transferred to Zensar Technologies (UK) Limited.

The highlights of performance of subsidiaries and their contribution to the overall performance of the Company/ Group, are included in Form AOC - 1 forming part of the Consolidated Financial Statements in this Integrated Annual Report, in accordance with the provisions of Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014. Further details of developments among subsidiaries during the year under review are set out in the notes to Consolidated Financial Statements.

Policy framed by the Company for determining material subsidiaries is available on the website of the Company and can be accessed at https://www.zensar.com/sites/ default/files/investor/policies-reports-fillings/Policy-of- determining-Material-Subsidiaries.pdf.

The details pertaining to annual evaluation of the Board and its Committees are provided under the Corporate Governance Report, which forms part of this Report.

The Company has put in place a familiarization programme for its Directors including the Independent Directors in compliance of Regulation 25(7) of the Listing Regulations.

The details of the familiarization programme for Independent Directors are available on the website of the Company and can be accessed at https://www.zensar. com/sites/default/files/investor/policies-reports-fillings/ FamiliarisationSheet-programmes.pdf

The Directors, on the basis of information and documents made available to them, confirm that in terms of Section 134(3)(c) of the Act:

a) in preparation of the annual accounts for the Financial Year ended March 31,2025, the applicable accounting standards had been followed and there were no material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year as at March 31,2025, and of the profit of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The Members of the Company at the 61^st Annual General Meeting held on August 9, 2024 had approved the re-appointment of the following Directors:

1. H. V. Goenka (DIN: 00026726), Chairman,

Non-Executive, Non-Independent Director of the Company, liable to retire by rotation.

2. Radha Rajappa (DIN:08530439) as Non-Executive, Independent Director of the Company for a term of 5 (five) consecutive years commencing from August 6, 2024, till August 5, 2029 (both days inclusive).

A. T. Vaswani (DIN:00057953) superannuated as Non-Executive, Independent Director from the close of business hours on March 31, 2025. The Board places on record its sincere appreciation for the contribution made by A. T. Vaswani during his tenure.

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee and in accordance with the provisions of the Act read with Articles of Association of the Company, recommends re-appointment of Anant Goenka, Non-Executive, Non-Independent Director at the ensuing Annual General Meeting of the Company (DIN: 02089850), who retires by rotation and being eligible offers himself for re-appointment.

In terms of Section 2(51) and Section 203 of the Act following are the Key Managerial Personnel ("KMPs") of the Company as on March 31, 2025:

Manish Tandon, Chief Executive Officer & Managing Director; Pulkit Bhandari, Chief Financial Officer (w.e.f. August 1, 2024) and Anand Daga, Company Secretary and Compliance Officer (w.e.f. August 8, 2024).

Sachin Zute, resigned and ceased to be the Chief Financial Officer and Key Managerial Personnel of the Company from close of business hours on May 3, 2024. Gaurav Tongia, resigned and ceased to be the Company Secretary, Compliance Officer and Key Managerial Personnel of the Company from close of business hours on June 30, 2024. The Board places on record its sincere appreciation for their contribution.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee appointed Pulkit Bhandari, as Chief Financial Officer with effect from August 1,2024 and Anand Daga, as Company Secretary and Compliance Officer with effect from August 8, 2024.

The Board meets at regular intervals to discuss and decide on the Company's business policy and strategy apart from other business matters. The Board met 8 (eight) times during the year, details of which are provided in the Corporate Governance Report which forms part of this Integrated Annual Report. The intervening gap between two meetings was within the period prescribed under the Act and the Listing Regulations. During the year under review, the Board has accepted the recommendations of the Audit Committee. Details of all the Committees of the Board have been given in the Corporate Governance Report.

The Company has received necessary declaration of Independence from Independent Directors inter-alia, pursuant to Section 149(6) and 149(7) of the Act and under Regulation 16(1 )(b) and Regulation 25 of the Listing Regulations, confirming and certifying that:

• they have complied with all the requirements of being an Independent Director of the Company, as on date. The certificate(s) were taken on record by the Board, at its meeting held on April 25, 2025, after due assessment of veracity of the same.

• they possess the requisite expertise and experience and are persons of high integrity and repute.

• they have registered themselves with the Independent Directors' Database maintained by MCA.

The Risk Management Committee was duly constituted by the Board in compliance with the provisions of the Listing Regulations, details of the Committee along with terms of reference are provided in the Corporate Governance Report which forms part of this Integrated Annual Report.

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass risk identification, classification, evaluation and mitigation. The Company identifies all strategic, operational, and financial risks by assessing and analysing the latest trends internally and externally and using it for risk management activities.

A detailed report on Risk Management is included in Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

The Company has devised proper systems to ensure compliance with the provisions of Secretarial Standards (as applicable) issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

In compliance with the requirements of the Prevention of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and rules made thereunder, the Company has formulated and adopted a Prevention of Sexual Harassment Policy, to provide protection and prevention to employees at workplace and for prevention and redressal of sexual harassment complaints and incidental matters. The Company has formulated an Internal Committee and an Anti-Sexual Harassment Policy, to redress the complaints reported under the provisions.

The detailed report containing the details of complaints filed, disposed of and pending during the Financial Year pertaining to sexual harassment are provided in Corporate Governance Report which forms a part of this Integrated Annual Report.

The Company grants share-based benefits to the eligible employees with a view of attracting and retaining the best talent, encouraging employees to align individual performances with the Company objectives, and promoting their increased participation in the growth of the Company.

In compliances with the provisions of the Listing Regulations and the SEBI (Shares Based Employee Benefits and Sweat Equity) Regulations 2021, the Company has in place 2 (two) Employees Stock Option Schemes i.e. "2006 Employees Stock Option Plan" ("ESOP 2006") and "Employee Performance Award Unit Plan, 2016" ("EPAP 2016"). During the year under review, the Company has amended EPAP 2016 and revised the exercise period from 3 months to 5 years from the date of vesting of ESOPs, after seeking approval from the shareholders of the Company.

The Nomination and Remuneration Committee at its meeting held on January 20, 2022, resolved that no further options shall be granted under ESOP 2006.

During FY 2024-25, 28,570 equity shares and 4,47,651 equity shares were allotted under ESOP 2006 and EPAP 2016, respectively.

The disclosure pursuant to the SEBI (Share Based Employee Benefit and Sweat Equity) Regulations, 2021

is available on the website of the Company at https:// www.zensar.com/about/investors/investors-relation7res ult=Policies#Corporate-Governance.

Disclosures of the ratio of the remuneration of each Director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are provided in "Annexure A" to this report.

The details of remuneration paid to the Directors including the Chief Executive Officer & Managing Director of the Company are provided in the Corporate Governance Report.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Integrated Annual Report. However, pursuant to the first proviso to Section 136(1) of the Act, this report is being sent to the Shareholders excluding the aforesaid information. Any shareholder interested in obtaining said information may write to the Company Secretary at the Registered Office of the Company and the said information is open for inspection at the Registered Office of the Company.

The Company has continued its practice of developing the Integrated Annual Report, based on the International Integrated Reporting Council's ('IIRC') Framework, which encourages organisations to communicate their value creation over time. The Company has embarked on this journey to communicate its integrated thinking and how its business creates sustained value for stakeholders. The Integrated Annual Report also encompasses aspects like strategy, performance, governance frameworks, value creation based on various forms of capital viz. financial capital, manufactured capital, intellectual capital, natural capital, social & relationship capital and human capital.

The Company is committed to the highest corporate governance practices. Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a separate section on the Corporate Governance Report, is annexed as "Annexure B". A certificate from Practicing Company Secretary confirming compliance with corporate governance norms is also annexed to the Corporate Governance Report.

A detailed Management Discussion and Analysis Report is annexed to this report as "Annexure C".

Business Responsibility and Sustainability Report prepared in compliance with Regulation 34(2)(f) of the Listing Regulations, detailing various initiatives taken by the Company on the environmental, social and governance front is annexed as "Annexure D" and forms a part of this Integrated Annual Report.

The Company has a Nomination and Remuneration Policy (NRC Policy) for nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees, pursuant to the Act and the Listing Regulations, as amended from time to time.

The salient features of the Nomination and Remuneration Policy are:

1. Appointment and remuneration of Directors, KMP and SMP.

2. Determination of qualifications, positive attributes and independence for appointment of a Director (Executive/Non-Executive/Independent) and recommendation to the Board matters relating to the remuneration of the Directors, KMP and SMP.

3. Formulating the criteria for performance evaluation of all Directors.

4. Board Diversity.

The Nomination and Remuneration Policy is available on the website of Company and can be accessed at: https://www.zensar.com/sites/default/files/investor/ policies-reports-fillings/NRC-Policy-28042025.pdf

The Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report their genuine concerns, in compliance with Section 177(9) of the Act and Regulation 22 of the Listing Regulations. The Policy provides for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Governance and Ethics.

The policy has been communicated to the Director(s) and Employee(s) of the Company and is also hosted on the website of the Company, which can be accessed at https://www.zensar.com/sites/default/files/investor/ policies-reports-fillings/Whistle-Blower-Policy-and- vigil-mechanism-14042025.pdf

The Company has in place robust measures to safeguard whistle blowers against victimisation. Directors and employees are duly sensitised about mechanisms and guidelines for direct access to the Chairman of the Audit Committee, in appropriate cases.

Further, during FY 2024-25, no personnel has been denied access to the Audit Committee.

The Company has appointed M/s. S R B C & CO LLP (ICAI Firm Registration No. FRN 324982E/E300003), as the Statutory Auditors of the Company for a period of 5 (Five) consecutive years, term commencing from FY 2022-23 until FY 2026-27.

The report of the Statutory Auditors on the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 31, 2025, is annexed and forms part of this Integrated Annual Report. The Statutory Auditors' Report does not contain any qualifications, reservations, adverse remarks or disclaimers and hence does not call for any comments.

Further, there was no instance of fraud reported by the Statutory Auditors during FY 2024-25, as required under Section 134 of the Act and rules thereunder.

The Board of Directors of the Company had appointed M/s. SVD & Associates, Practicing Company Secretaries (Peer Review No: 669/2020) in compliance with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, to carry out the Secretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report for the Financial Year 2024-25, is annexed as "Annexure E" and forms part of this Report.

The Board of Directors of the Company at its meeting held on April 25,2025 proposed to appoint M/s. J. B. Bhave and Co. (CP No. 3068), Practicing Company Secretary, as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years, to hold office from Financial Year 2025-26 till Financial Year 2029-30. The resolution seeking your approval for the appointment and remuneration payable to M/s. J. B. Bhave and Co. as the Secretarial Auditors forms part of the Notice convening the 62^nd (Sixty-Second) AGM of the Company.

Further, M/s. J. B. Bhave and Co. in compliance with SEBI Circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024, have furnished a certificate

of their eligibility and consent for the said appointment. They have further confirmed that the said appointment, if made, would be within the prescribed limits and that they are not disqualified for the appointment and hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India. The Board recommends to seek the consent from the Members on proposed appointment of M/s. J. B. Bhave and Co. as the Secretarial Auditors for term of 5 (five) consecutive years, to examine and audit the secretarial records of the Company.

The Board had appointed KPMG Assurance and Consulting Services LLP as Internal Auditors for FY 2024-25 under Section 138 of the Act. Their appointment continues for FY 2025-26.

The Company is not required to maintain cost records, as specified under Section 148 of the Act.

In accordance with the requirements of Section 135 of the Act and Rules framed thereunder, the Company has formulated a CSR Policy which is available on the Company's website and can be accessed at https://www.zensar.com/sites/default/files/investor/ policies-reports-fillinqs/CSR-Policy-14042025.pdf

Further, the CSR activities of the Company were undertaken through RPG Foundation. Detailed information about composition of the Committee, meetings held, and attendance, etc. along with the details of the Corporate Social Responsibility Policy developed and implemented by the Company and CSR initiatives taken during the Financial Year pursuant to Section 135 of the Act, is provided in "Annexure F" of this report, which forms part of this Integrated Annual Report.

The provisions relating to disclosure of details regarding energy consumption, both total and per unit of production, are not applicable to the Company, as the Company is engaged in the services sector and provides IT and IT related services.

Particulars prescribed under Section 134(3)(m) of the Act, read with the Companies (Accounts) Rules, 2014 in respect of Technology Absorption, Foreign Exchange earnings and outgo as on March 31, 2025, and R&D expenditure during the Financial Year are set below:

At Zensar the energy and water management take the top most priority. This involves proactively monitoring, controlling, and optimizing energy consumption and planning, distribution, and efficient use of water resources to reduce costs and environmental impact. Zensar has set stringent targets for reduction of energy consumption, improving energy efficiency by implementing energy conservation practices, optimization of infrastructure footprints, leveraging renewable energy sources and monitoring the water received, consumed and recycled daily.

Zensar follows ISO 50001:2018, and has established an Energy Management System (EnMS) to systematically optimize energy performance and promote efficient energy management and reduce costs.

Zensar facilities have been designed with a globally accepted benchmark for design, construction, and operation of high performance, and the infrastructure is energy efficient. Further, the systems and equipment's are frequently upgraded/transitioned/tailored to conserve energy and meet the current needs.

Zensar has adopted concerted efforts at every level to reduce water consumption. The Company operates 150 KLD Sewage treatment plant for treatment of wastewater. The Company also has 13 rainwater harvesting pits for groundwater recharging at Pune campus. Several measurement and control devices are installed across touch-points in all our offices to reduce water flow. Further, water leak detection and repair are carried out at regular intervals to avoid water wastage. Zensar's Pune campus has been water positive for the last three years.

Water management involves the planning, distribution, and efficient use of water resources, encompassing activities like water treatment, water distribution, ground water recharge and managing water quality. The main source of water for Zensar offices is through the local municipal corporation and for leased premises through the building owners. We monitor the water received, consumed and recycled daily. Water quality is managed by protecting water from contamination to ensure water is safe for human consumption and other uses. Water is tested at NABL accredited laboratory. Water distribution for domestic, drinking, cleaning, washing, flushing, canteen and gardening is managed efficiently. Zensar adopted concerted efforts at every level to implement water reduction measures in addition to 150 KLD sewage treatment plant for treatment of wastewater and reuse it for gardening and 13 Nos. of rainwater harvesting pits for groundwater recharging

at Pune campus, sensors cum aerators water taps, sensor-based urinal flushes across locations to reduce flow are the additional initiatives. The water meters are installed for all the buildings and daily consumption is monitored to ensure abnormal patterns. The water leak detection and repair are carried out at regular intervals to avoid water wastage.

FY 2024-25, the capital expenditure (capex) investments of INR 15.22 million have been made for the Carport Solar, purchase of LED lights, energy & water conservation and AC replacements/retrofit, etc.

As a digital solutions and technology services major, our robust innovative capabilities and intellectual property (IP) form the strategic pillars of our solutions. Our knowledge-based intangibles lend us a competitive edge over other players. Additionally, we make substantia I investments in research and development to cater to the unfulfilled needs of our clients. Our innovative approach, combined with these strategic pillars, ensures that our solutions are future-ready, making us the preferred partner of our clients.

Zenlabs, the R&D centre, focusses on applied research in the areas of Al, Generative Al, Cloud, Data and legacy modernization.

The expenditure incurred on Research and Development during the FY 2024-25 was INR 120 million.

(INR in Million)

I. Key initiatives with respect to stakeholder relationship, customer relationship, environment, sustainability, health and safety have been disclosed under respective heads of Corporate Governance Report and Business Responsibility Report.

II. Noapplication has been made underthe Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the Financial Year along with their status as at the end of the Financial Year is not applicable.

III. The requirement to disclose the details of difference between amount of the valuation done at the time

of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

The statements made in this report and Management Discussion and Analysis Report relating tothe Company's objectives, projections, outlook, expectations and others may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ from expectations those expressed or implied. Some factors could make difference to the Company's operations that may be, due to change in government

policies, global market conditions, foreign exchange fluctuations, natural disasters etc.

The Directors place on record their appreciation for the continued co-operation extended by all stakeholders including various departments of Central and State Government, Shareholders, Investors, Bankers, Financial Institutions, Customers, Dealers and Suppliers.

The Board also places on record its gratitude and appreciation of the commitment and hard work put in by the Management and the employees of the Company, its subsidiaries and associates.